NIU Board Re-approves $600,000 Severance Package For Doug Baker

Dec 7, 2017
Originally published on December 8, 2017 7:14 am

The $600,000 severance agreement with former President Doug Baker was approved again Thursday morning by the Northern Illinois University Board of Trustees.

The re-vote came as the result of a lawsuit brought by DeKalb resident Misty Haji-Sheikh, who contended the trustees didn’t give the Presidential Transition Agreement proper public notice the first time in violation of the Open Meetings Act. A DeKalb County Circuit Court judge agreed and declared the original approval null and void.

Haji-Sheikh did not attend Thursday's board meeting; but her lawyer, Charles Philbrick, read a message from her to the board before the new vote. The message admonished the board to make up for past actions, and throw out the agreement.

“Today you have a chance to do what is right,” Philbrick read, “to follow the law and to show that you want to regain the trust from the students, parents, faculty and staff, and the citizens of DeKalb.”

Several people pleaded with the trustees to throw the agreement out. They said Baker shouldn’t be rewarded for what they called fire-able offenses, and the money paid to him could be better spent elsewhere.

Board Chairman Wheeler Coleman said he understood their concerns, but the agreement avoided both potential conflicts and significant additional expense.

“The intent of the Presidential Transition Agreement was to effectuate a clean and swift separation between the University and Dr. Baker,” Coleman said, noting that it prevented Baker from taking a high-paid position as a tenured NIU faculty member and also avoided the possibility of any legal action against the university.

“In approving the Presidential Transition Agreement, we made a business decision and acted in the best interest of the university, both in the short and long term,” he said. “We acknowledge that not everyone will agree.”

Wheeler then read a detailed summary of the agreement, asked board members to look at it once more, and called for a vote. It passed without opposition.

Thursday afternoon, Haji-Sheikh emailed to WNIJ News a copy of the statement presented by her attorney. It reads:

“Members of the Board of Trustees, today you have the chance to do what is right, to follow the law and to show that you want to regain the trust from the students, parents, faculty, staff, and the citizens of DeKalb. Today you are to vote on the severance package for the outgoing President Baker. You may call it a Presidential Transition Agreement, but he has been gone now for six months.

“You are the appointed Board of Trustees. Let that sink in ...Trustees. The word Trustee has the word Trust in it. We want to believe in you, trust in you, and your leadership, but you must be shinning [sic] citizens. You must be the first to follow the law. You are the ones who must do your homework, ask questions from staff including your legal advisors, and make sure that you are the ones that the students, staff, faculty and citizens to admire and look to for your leadership.

“I also hold a position that includes doing homework and being an example. This is why many, many, people have reached out to me. These are members of NIU (faculty, staff, students and even administration – some of these are people who love NIU but won't speak for fear of retaliation), members of the public (taxpayers, concerned citizens, working and retired), elected officials from throughout the County, those running for office, and even those that do not live in DeKalb County. They speak with one voice. They all say that you, the Board of Trustees, need listen to them and take the appropriate action. They have all said that they feel that President Baker should be made to give back the money. That anyone (in this case, Mr. Baker) was found to have mismanaged one million dollars by the Office of Inspector General, should have been fired for cause. (Didn't Mr. Baker's original contract include a clause that spoke to being able to fire him for cause if he harmed the University?) These hard-working people care about NIU. They want you to make things right.

“As far as myself, if you remember, I have spoken to you several times, most recently back in May, and asked you to do the right thing. I spoke to you in June and asked again. I felt that my words fell on deaf ears.

“I do not know what you were told by your legal advisors, but my lawyer spoke to the press to let you know that you could retake the vote and avoid going to court. I feel that too much time and too much waste has brought us to this point. Six months later, you are now about to retake that vote. You took the actions that brought us to today.

“What do I want? I want for you to follow the law. I want you to listen to all of the people who reached out to me, when they didn't feel they could come to you. I want NIU to be the best it can be. That is why I came to you in the first place. Today, do what is right. Today when you vote, vote to show that you understand your responsibility as Trustees, vote to show the students that they come first, vote [to] improve NIU.”

Here is the full text of Board Chair Coleman’s statement before Thursday’s vote:

“As Board Chair, I’m going to be the Trustee that speaks to the matter of the Presidential Transition Agreement.

“Although it is the Board’s general practice not to specifically comment on pending litigation, and the Board is currently weighing its options following the judge’s most recent ruling, I will comment on the Board’s keystone objective, and that is to do what is in the best interest of the university. The Board has a fiduciary duty to make decisions that are informed and reasonable, while being mindful of complying with applicable State statutes and regulations and University policies and procedures.

“The intent of the Presidential Transition Agreement was to effectuate a clean and swift separation between the University and Dr. Baker in a manner that resolved any and all actual or potential issues between the parties; including, but not limited to, Dr. Baker’s presidency, his tenured faculty position with a $225,000 annual salary, any claims for deferred compensation, and a release of any actual or potential claims against the University by Dr. Baker.

“There are several points to this agreement that I want to break down and make clear. First, this agreement outlined that Dr. Baker willingly gave up his contractual right to being a tenured faculty member in the College of Business where he would have been paid $225,000 annually for any number of years. In theory, if he taught for five years, it would total $1.125 million and more than $2.5 million if he taught for ten years. Instead, he relinquished his tenured appointment for a significantly less amount.

“Second, and this is critical, the Presidential Transition Agreement eliminated the risk of potential protracted and expensive litigation brought by Dr. Baker that would divert critical time, money and attention of the University. To be clear, under this agreement, Dr. Baker would not be able to file any future claims, for any reason, against NIU. There is not an easy way to put a financial value on that waiver, but we have seen multiple scenarios, several here within in the State of Illinois and others in the national spotlight, where organizations are having to invest significant time and pay millions and millions in litigation – let-alone on actual settlements, with former employees.

“In approving the Presidential Transition Agreement, we made a business decision and acted in the best interest of the university, both in the short and long term. We acknowledge that not everyone will agree and for some this is an emotional topic, but the challenging decisions we have to make as Trustees will not always be well received by everyone.

“After the June Board meeting, Misty Haji-Sheikh filed a lawsuit. The Court entered a temporary restraining order restricting the Board from taking “any further action concerning the Transition Agreement” until the judge ruled in the case. Because of that broad wording, the Board was concerned that taking an earlier re-vote might have violated that order. Now that the judge has ruled in the case, the Board is free to take a re-vote.

“Moreover, at all times, the Board reasonably and in good faith believed, and continues to believe, that the University complied with all of the requirements of the Illinois Open Meetings Act and the new amendments to the NIU law in its approval of the Presidential Transition Agreement with Dr. Baker.

“The claims made against the Board during the litigation involved a variety of counts. In all but one of the court’s findings, the judge ruled in favor of the Board. The core complaint was that the Board violated new amendments to the Northern Illinois University Law concerning presidential employment agreements. The judge agreed with the Board that such amendments do not apply to the Presidential Transition Agreement, and rejected the Plaintiff’s arguments in total as they relate to the Northern Illinois University Law.

“Other claims made against the Board concerned whether the Board properly conducted a review of the former president’s performance, and considered that review when contemplating the Presidential Transition Agreement. The judge agreed with the Board that these requirements do not apply to the Presidential Transition Agreement.

“Other than the judge’s limited finding that the Board’s wording in the agenda item was not sufficient for the Board to act on the Presidential Transition Agreement at its meeting on June 15th, the judge found that the Board complied with the Illinois Open Meetings Act. The judge found that the Board complied with the requirement to post notice of the Board meeting and the requirement to post the proposed agenda for the meeting 48 hours in advance. The judge further held that that the Board complied with the requirement in the Open Meetings Act to do a public recitation of the item before taking action on it.

“All of the judge’s findings in our favor confirmed the Board’s analysis of the law at the time we approved the Presidential Transition Agreement as to those issues. Nothing in the judge’s ruling indicated that the Board did not then, or does not now, have the authority to develop and approve the Presidential Transition Agreement, or to include within it all of its terms and conditions.

“As for the wording of the agenda item, there is little guidance on what is required to fulfill the Open Meeting Act’s requirements that the “general subject matter” of the item be posted in advance. Even the judge in this case noted that there are no court rulings that he could find that define ‘general subject matter.’ While the judge declined to define what specificity is required to show the ‘general subject matter’ that is necessary under the law, the University has now gone well beyond what the Open Meeting Act requires, publishing not just a statement of the subject matter of the action, but a summary of the agreement’s main terms, as well as a copy of the agreement itself and the presidential evaluation. All of these items were shared previously with the public in June.

“It is imperative that the Board continue to move forward and focus its attention on the long-term health and well-being of the University. Therefore, today the Board will again consider the Presidential Transition Agreement with Dr. Douglas D. Baker, and I will now recite the Agenda Item.”

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